Recent Keynotes of June 2016
International Agreements
- The Resolution of Council of Ministers dated 09.05.2016 and numbered 2016/8840 on the Approval of Additional Protocol to the Convention for the Protection of Individuals with regard to Automatic Processing of Personal Data regarding Supervisory Authorities and Transborder Dataflow was published in the Official Gazette dated 24.05.2016 and numbered 29721.
Right to Request Information and Examination of the Members of the Board of Directors
Introduction
One of the rights of the members of the board of directors in joint stock companies is to request information and examination. The examination of the company’s important information and documentation is indispensable for the fulfillment of the duties and responsibilities of the members of the board of directors. When the fact that not being aware of a certain company issue does not exclude a member of the board of directors from liability is considered, the importance of the right to request information and examination becomes prominent. The scope of the right to request information under Turkish Commercial Code numbered 6102 (“TCC”) is broader when compared to the abolished Turkish Commercial Code numbered 6762 (“aTCC”). As per Art. 392 of the TCC, the right to request information and examination of the members of the board of directors are regulated as during the meeting and outside the meeting. This provision also sets forth the procedure for the right to request information and examination, as well as legal remedies.
Indemnity Clauses under Share Purchase Agreements in Turkey
Introduction
Under share purchase agreements (“SPAs”), numerous contractual representations and warranties are made by the sellers to the purchasers about the nature of the company being purchased. Indemnity clauses under SPAs protect the purchaser against the breach of representations and warranties given by the seller, as a means of allocating risks and liabilities. This Newsletter examines, among other things, the obligation of the seller to indemnify the purchaser, the means of limitation of liability of the seller, cases where such limitations shall not apply, third party claims, purchaser’s obligation to mitigate damages, and the prohibition of double recovery.
